§ 1 General
(1) Our General Terms and Conditions (GTC) apply exclusively to entrepreneurs in accordance with § 310 Abs. 1 Sentence 1 BGB (hereinafter referred to as the customer).
(2) Our GTC apply exclusively; conflicting or deviating conditions of the customer are not recognized unless we have expressly agreed to their validity in writing. Our GTC also apply if we carry out delivery to our customer unconditionally while being aware of the conflicting or deviating conditions of the customer.
(3) Our GTC also apply to all future transactions with the customer.
§ 2 Offer – Offer Documents – Contract Conclusion
(1) The contract is only concluded through our order confirmation.
(2) The documents related to the offer, such as images, drawings, weight and dimension specifications, are only approximate and are valid unless explicitly designated as binding.
(3) We reserve ownership and copyright rights to images, cost estimates, drawings, calculations, samples and other documents; they may not be made accessible to third parties. This particularly applies to those written documents that are marked as "confidential".
§ 3 Prices
(1) Unless otherwise stated in the order confirmation, our prices are "ex works", excluding packaging, which will be invoiced separately. The prices stated in our order confirmation, plus statutory value-added tax, are decisive.
(2) The deduction of discounts requires separate written confirmation.
(3) Unless otherwise stated in the order confirmation, the purchase price (without deduction) is due within 14 days from the invoice date.
(4) We reserve the right to change our prices accordingly if cost increases occur after the contract has been concluded, particularly due to collective agreements or changes in material prices. Similarly, we are also obliged to act in case of cost reductions. We will prove both cost reductions and cost increases to the customer upon request, as soon as and to the extent that they have occurred, and take them into account during cost increases and cost reductions.
(5) We are entitled at any time – even within the framework of an ongoing business relationship – to carry out a delivery in whole or in part only against advance payment. A corresponding reservation will be confirmed at the latest with the order confirmation.
(6) If the customer is in default of payment, we are entitled to demand statutory default interest. The assertion of further rights remains unaffected.
(7) The customer has a right of set-off only if his counterclaims have been legally established, are undisputed or have been recognized by us. Furthermore, he is entitled to exercise a right of retention to the extent that his counterclaim is based on the same contractual relationship.
§ 4 Delivery and Shipping Conditions
(1) Delivery is made by shipping to the delivery address specified by the customer.
(2) The start of the delivery period specified by us presupposes the clarification of all technical questions.
(3) Partial deliveries are permissible as long as they are reasonable for the customer.
(4) All delivery periods provided by us are only approximate and do not start until the complete clarification of the order. A commitment to comply with delivery times is only assumed provided that there is an uninterrupted production process with us or our subcontractors. Events of force majeure, official measures, transport difficulties, material defects, and all unforeseen circumstances that significantly hinder the manufacture or delivery of the goods with us or our suppliers entitle us to withdraw from the contract and further give us the right to cease further deliveries without compensation and without obligations to deliver subsequently.
(5) If the customer sets us a reasonable grace period after we are already in default, he is entitled to withdraw from the contract after the fruitless expiration of this grace period. Claims for damages instead of performance are only entitled to the customer in the amount of the foreseeable damage if the default is based on intent or gross negligence; otherwise, the liability for damages is limited to 50% of the damage incurred. This limitation of liability does not apply if a commercial fixed transaction has been agreed upon; the same applies if the customer can assert that the immediate assertion of the claim for compensation in lieu of performance is considered due to the default for which we are responsible.
(6) If the customer is in default of acceptance or violates other cooperation obligations, we are entitled to demand compensation for the damage we have incurred, including any additional expenses. In this case, the risk of accidental loss or accidental deterioration of the goods passes to the customer at the moment he is in default of acceptance.
§ 5 Transfer of Risk
The risk of accidental loss and accidental deterioration of the goods passes to the customer in the case of a sale by shipment as soon as the goods have been handed over to the carrier, the freight forwarder, or otherwise a person or institution designated to carry out the shipment.
§ 6 Liability for Defects
(1) The rights of the customer to warranty depend on this having properly fulfilled his obligation to inspect and give notice of defects according to § 377 HGB.
(2) To the extent that there is a defect in the goods for which we are responsible, we are entitled at our discretion to fulfill the warranty either through remedying the defect or by making a replacement delivery. In the case of remedial action, we are obliged to bear all expenses necessary for the purpose of remedying the defect, in particular transport, travel, work, and material costs, provided that these do not increase because the goods are transported to a place other than the place specified in the contract.
(3) In the event of failure of the subsequent performance, it is generally to be assumed, depending on the type of defect, that this will fail after two unsuccessful attempts (related to the specific defect). If the subsequent performance fails, the customer is entitled to withdraw from the contract or to demand a corresponding reduction of the purchase price (abatement) at his discretion.
(4) Unless otherwise specified below (paragraphs (5) and (6)), further claims of the customer – regardless of their legal basis – are excluded. We therefore do not assume liability for damages that did not occur to the delivery item itself; in particular, we are not liable for lost profits or other financial losses of the customer. Liability is also excluded for damages resulting from improper treatment and storage, defective operation or maintenance, the use of unsuitable operating resources, chemical or electronic influences, as well as normal wear and tear. Normal wear and tear is particularly assumed in the case of signs of wear. Wear parts are in particular all seals, sealing elements, technical glasses, and filters.
(5) However, if the cause of the damage is based on intent or gross negligence, we are liable according to the statutory provisions. This also applies if the customer demands damages instead of performance due to the absence of a quality guaranteed by us.
(6) If we culpably violate a material contractual obligation, liability is limited to the typical contractual damage; otherwise, it is excluded according to paragraph 4. A "material" contractual obligation within the meaning of these GTC is always to be spoken of when we culpably violate such obligations upon which the customer may rely for proper fulfillment because they shape the contract.
(7) The warranty obligation is twelve months, calculated from the transfer of risk.
§ 7 Overall Liability
(1) A further liability for damages than provided for in § 6 is excluded – irrespective of the legal nature of the asserted claim.
(2) The regulation according to paragraph (1) does not apply to claims according to §§ 1, 4 Product Liability Act. It also does not apply if we are liable for bodily injury or damage to health for other legal reasons.
(3) Unless a limitation of liability in accordance with § 6 Abs. 4 applies to claims from product liability under § 823 BGB due to property damage, our liability is limited to the replacement benefit of the insurance. As far as this does not occur fully or at all for reasons based on the internal relationship between us and the insurer (e.g., relating to violations of insurance contract obligations), we ourselves are liable up to the amount of the coverage sum.
(4) The regulation according to paragraph (1) does not apply in cases of initial inability or impossible due to culpability.
(5) To the extent that our liability is excluded or limited, this also applies to the personal liability of our organs, employees, workers, staff, representatives, and vicarious agents.
§ 8 Retention of Title
(1) We retain ownership of the goods until all payments from the contract have been received. In the event of a breach of contract by the customer, particularly in the case of default of payment, we are entitled to take back the goods. The taking back of the goods by us does not constitute a withdrawal from the contract unless we have expressly stated this in writing. After taking back the goods, we are entitled to utilize them, and the proceeds from utilization shall be credited to the customer's liability – minus reasonable utilization costs.
(2) The customer is obliged to treat the goods with care; in particular, he is obliged to insure them at his own cost against fire, water, and theft damage for the full value.
(3) In the event of seizures and other third-party interventions, the customer must inform us immediately so that we can file a lawsuit under § 771 ZPO. Insofar as the customer is not able to reimburse us for the judicial and extrajudicial costs of a lawsuit pursuant to § 771 ZPO, the customer is liable for the loss we incur.
(4) The processing or transformation of the goods by the customer is always carried out for us. The right of the customer to the goods continues in the transformed item. If the goods are processed with other items that do not belong to us, we acquire co-ownership of the new item in proportion to the objective value of our goods to the other processed items at the time of processing. The same applies to the item created by processing as applies to the goods delivered under retention of title.
(5) The customer also assigns to us, to secure our claims against him, the claims arising from the connection of the goods with a property against a third party.
(6) We undertake to release the securities to which we are entitled at the customer's request to the extent that the realizable value of our securities exceeds the claims to be secured by more than 50%; the selection of the securities to be released is at our discretion.
§ 9 Jurisdiction and Applicable Law
(1) Our registered office is the place of jurisdiction; however, we are entitled to sue the customer also at his general place of jurisdiction.
(2) Unless otherwise stipulated in the order confirmation, our registered office is the place of performance.
(3) The law of the Federal Republic of Germany applies, excluding the UN sales law.
Status: September 2021